HSBC’s proposal to privatise Hang Seng Bank

The proposal is an investment for growth in Hong Kong, one of HSBC’s home markets, and is in line with HSBC’s strategy to increase leadership and market share where it has clear competitive advantage and the greatest opportunities to grow and support its clients.

HSBC aims to grow in Hong Kong by strengthening the banking presence of both HSBC Asia Pacific and Hang Seng, focusing on their relative strengths and competitive advantages, while allowing all customers to choose where to bank.

The Scheme was sanctioned by the High Court on 23 January 2026 and the reduction of Hang Seng Bank’s share capital was confirmed at the same hearing. Subject to all remaining Conditions being satisfied (or, if applicable, waived) the Scheme is expected to become effective on 26 January 2026, at which point all Scheme Shares will be cancelled and extinguished.

Upon completion of the Proposal, Hang Seng Bank will become a wholly owned subsidiary of HSBC Asia Pacific and therefore HSBC Holdings. The listing of Hang Seng Bank shares is expected to be withdrawn from the Hong Kong Stock Exchange on 27 January 2026.

Payment of the Scheme Consideration will be made by or on behalf of HSBC Asia Pacific on or before 4 February 2026.

Once the Scheme becomes effective, all shares held by minority shareholders of Hang Seng Bank on the scheme record date (23 January 2026) will be cancelled in exchange for an immediate cash payment of HK$155 per share. HSBC will then hold 100% of Hang Seng’s issued share capital.

The last trading day for Hang Seng Bank shares was 14 January 2026. It is expected that the listing of Hang Seng Bank’s shares will be withdrawn from the Hong Kong Stock Exchange with effect from 4:00 p.m. on Tuesday, 27 January 2026.

Under the terms of the proposal, Hang Seng Bank’s FY25 Q3 dividend which has been paid on 13 November 2025 will not affect the Scheme Consideration. The Scheme Consideration will however be subject to a deduction for the value of any future declared or paid dividends by Hang Seng Bank as outlined in the offer terms. Hang Seng Bank does not intend to declare or pay any further dividend, and such intention continues up to 26 January 2026, being the expected Scheme Effective Date.

HSBC continues to target a dividend payout ratio for 2025 of 50% of earnings per ordinary share excluding material notable items and related impacts, for its shareholders.

HSBC’s share buyback announced on 30 July 2025 was completed on 24 October 2025. HSBC Asia Pacific will finance the entire amount of the scheme consideration payable to the scheme shareholders from the internal resources of the HSBC Group. HSBC will not initiate any further share buybacks for three quarters from 9 October 2025. A decision to recommence buybacks will be subject to HSBC’s normal buyback considerations and process on a quarterly basis.